S-3ASR 1 MainDocument.htm S-3ASR

As filed with the Securities and Exchange Commission on May 26, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

NEXTNAV INC.

(Exact name of registrant as specified in its charter)


Delaware		87-0854654
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

11911 Freedom Drive, Ste. 200

Reston, VA 20190

(800) 775-0982

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

James Black

General Counsel and Secretary

11911 Freedom Drive, Ste. 200

Reston, VA 20190

(800) 775-0982

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Randy S. Segal, Esq.

Kevin K. Greenslade, Esq.

Hogan Lovells US LLP

8350 Broad St., 17th Floor

Tysons, VA 22102

(703) 610-6100

Approximate date of commencement of proposed sale to the public: From time to time on or after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller Reporting Company	☐
		Emerging Growth Company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PROSPECTUS

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NEXTNAV INC.

15,100,000 Shares of Common Stock issuable upon exercise of Warrants

This prospectus relates to the issuance by NextNav Inc. (“we,” “us,” or the “Company”) of up to an aggregate 15,100,000 shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issuable upon the exercise of outstanding warrants to purchase Common Stock, at an exercise price of $11.50 per share (the “Warrants”), which were converted from Spartacus Warrants (as defined herein) in connection with the Business Combination (as defined herein). We will receive the proceeds from any exercise of any Warrants for cash.

We believe the likelihood that holders of the Warrants will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Common Stock. If the Warrants are “out of the money,” meaning the exercise price is higher than the market price of our Common Stock, the holders thereof are not likely to exercise such Warrants.

The Warrants are governed by that certain Amended and Restated Warrant Agreement, by and among the Company, Spartacus Acquisition Corporation, and Continental Stock Transfer & Trust Company, as warrant agent, dated as of October 28, 2021 (the “Warrant Agreement”).

Our Common Stock and Warrants are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbols “NN” and “NNAVW,” respectively. On May 22, 2026, the closing sale prices of our Common Stock and Registered Warrants as reported on Nasdaq were $21.74 and $10.14, respectively.

We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.

Investing in our securities involves a high degree of risk. See the section titled “Risk Factors” beginning on page 9. You should carefully consider these risk factors, as well as other information contained in this prospectus, before making an investment decision. You should rely only on the information contained in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement or amendment thereto. We have not authorized anyone to provide you with different information.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is May 26, 2026.

	Page
ABOUT THIS PROSPECTUS	1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	2
MARKET, RANKING AND OTHER INDUSTRY DATA	4
TRADEMARKS, SERVICE MARKS AND TRADE NAMES	4
PROSPECTUS SUMMARY	5
THE OFFERING	8
RISK FACTORS	9
USE OF PROCEEDS	10
DESCRIPTION OF CAPITAL STOCK	11
PLAN OF DISTRIBUTION	15
LEGAL MATTERS	15
EXPERTS	15
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE	16
SIGNATURES	22

Issuer		NextNav Inc.
Common Stock to be issued upon exercise of the Warrants		Up to 15,100,000 shares
Exercise Price		$11.50 per Warrant Share
Use of proceeds		We will receive the proceeds from the exercise of the Warrants on a cash basis, if any. See the section entitled “Use of Proceeds.”
Risk factors		You should read the section entitled “Risk Factors” and the other information included or incorporated by reference in this prospectus for a discussion of factors to consider carefully before deciding to invest in our securities.
The Nasdaq Capital Market symbol — Common Stock		“NN”
The Nasdaq Capital Market symbol — Warrants		“NNAVW”

Securities and Exchange Commission registration fee	$	23,981.07
Accounting fees and expenses		20,000.00
Legal fees and expenses		15,000.00
Financial printing and miscellaneous expenses		2,000.00
Total	$	60,981.07

Exhibit Number		Description
3.1*		Amended and Restated Certificate of Incorporation of NextNav Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed by NextNav Inc. on November 2, 2021).
3.2*		Bylaws of NextNav Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by NextNav Inc. on October 28, 2021).
4.1*		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 filed by NextNav Inc. on August 25, 2021).
4.2*		Amended and Restated Warrant Agreement, by and among Spartacus Acquisition Corporation, NextNav Inc., and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by NextNav Inc. on October 28, 2021).
5.1		Opinion of Hogan Lovells US LLP.
23.1		Consent of Ernst & Young LLP.
23.2		Consent of Hogan Lovells LLP (included in Exhibit 5.1).
24.1		Power of Attorney (included on signature page).
107		Filing Fee Table.

	NEXTNAV INC.

	By:	/s/ Mariam Sorond
	Name:	Mariam Sorond
	Title:	President and Chief Executive Officer

Signature	Capacity	Date

/s/Mariam Sorond	President, Chief Executive Officer and Chair of the Board of Directors	May 26, 2026
Mariam Sorond	(Principal Executive Officer)

/s/ Timothy A. Gray	Chief Financial Officer	May 26, 2026
Timothy A. Gray	(Principal Financial Officer)

/s/ Sammaad R. Shams	Chief Accounting Officer	May 26, 2026
Sammaad R. Shams	(Principal Accounting Officer)

/s/ Bandel L. Carano	Director	May 26, 2026
Bandel L. Carano

/s/ Lisa Hook	Director	May 26, 2026
Lisa Hook

/s/ H. Wyman Howard III	Director	May 26, 2026
H. Wyman Howard III

/s/ Alan B. Howe	Director	May 26, 2026
Alan B. Howe

/s/ Jonathan A. Marcus	Director	May 26, 2026
Jonathan A. Marcus

/s/ John B. Muleta	Director	May 26, 2026
John B. Muleta

/s/ Nicola Palmer	Director	May 26, 2026
Nicola Palmer

/s/ Lorin Selby	Director	May 26, 2026
Lorin Selby

/s/ Neil S. Subin	Director	May 26, 2026
Neil S. Subin


* Filed previously.

Voting Rights

Preemptive Rights

Conversion or Redemption Rights

Liquidation Rights

SEC Form S-3ASR filed by NextNav Inc.